Common use of Repayments from Asset Dispositions Clause in Contracts

Repayments from Asset Dispositions. Promptly upon receipt by any Loan Party or any Subsidiary of any Loan Party of Net Proceeds of an Asset Disposition, other than insurance proceeds reinvested pursuant to Subsection 1.7(B) or Net Proceeds of Asset Dispositions permitted pursuant to Subsection 3.6, without the consent of Administrative Agent (unless pursuant to Subsection 3.6(viii) Borrower is required to apply such proceeds to the repayment of the Loans pursuant to this Subsection 1.7(C)), Borrower shall repay the Loans in an amount equal to the Net Proceeds received by any Loan Party or any Subsidiary of any Loan Party; provided, however, that if no Event of Default has occurred and is continuing, Borrower shall not be required to repay the Loans with such Net Proceeds if such Loan Party or such Subsidiary reinvests such Net Proceeds in assets used or useful in the business of such Loan Party or such Subsidiary within 270 days of receipt by such Loan Party or such Subsidiary of such Net Proceeds; provided, however, that (i) any new assets purchased with such Net Proceeds (other than any real property that does not constitute Material Owned Property) must be subject to the Lien of Administrative Agent under the Security Documents, subject only to Permitted Encumbrances, and (ii) until so reinvested, such Net Proceeds shall be deposited and held in a deposit account of which Administrative Agent has “control” (as defined in Article 9 of the Uniform Commercial Code in effect in the State of New York). If upon the expiration of such 270-day period any of such Net Proceeds have not been so applied, Borrower immediately shall repay the Loans in an amount equal to such remaining Net Proceeds. All such prepayments shall be paid and applied in accordance with Subsection 1.8. All such repayments shall be accompanied by accrued interest on the amount repaid and any applicable Breakage Fees.

Repayments from Asset Dispositions. Promptly Immediately upon receipt by any Loan Party ---------------------------------- Borrower or any Subsidiary of any Loan Party its Restricted Subsidiaries of Net Proceeds of an Asset Disposition, other than insurance proceeds reinvested pursuant to Subsection 1.7(B) or Net Proceeds of from any Asset Dispositions permitted pursuant to Subsection 3.6, without the consent of Administrative Agent (unless pursuant to Subsection 3.6(viii) Borrower is required to apply such proceeds to the repayment of the Loans pursuant to this Subsection 1.7(C))Disposition, Borrower shall repay the Loans in an amount equal to the such Net Proceeds received by any Loan Party or any Subsidiary of any Loan PartyProceeds; provided, however, that if no Event in -------- ------- the event of Default has occurred and is continuingan Asset Disposition by Texas Unwired, prepayment pursuant to this Subsection 1.7(G) will only be required in proportion to LA Unwired's percentage ownership interest in Texas Unwired; provided further, however, -------- ------- ------- that Borrower shall not be required to repay the Loans with from Asset Dispositions by Texas Unwired to the extent that the proceeds thereof were applied to repayments of the indebtedness of Texas Unwired described in Subsection 3.1(C)(4) and to the repayment of the Loans pursuant to Subsection 1.7(F); and provided further, however, that Borrower shall not -------- ------- ------- be required to repay the Loans from Asset Dispositions to the extent such Asset Dispositions are permitted pursuant to clause (v) of Subsection 3.8 and the Borrower or its Restricted Subsidiaries reinvests within three hundred sixty (360) days of receipt the Net Proceeds if of such Loan Party or such Subsidiary reinvests such Net Proceeds Asset Dispositions in PCS assets used or and useful in the business of such Loan Party the Borrower or such Subsidiary within 270 days of receipt by such Loan Party or such Subsidiary of such Net Proceeds; provided, however, that (i) any new assets purchased with such Net Proceeds (other than any real property that does not constitute Material Owned Property) must be subject to the Lien of Administrative Agent under the Security Documents, subject only to Permitted Encumbrances, and (ii) until so reinvested, such Net Proceeds shall be deposited and held in a deposit account of which Administrative Agent has “control” (as defined in Article 9 of the Uniform Commercial Code in effect in the State of New York). If upon the expiration of such 270-day period any of such Net Proceeds have not been so applied, Borrower immediately shall repay the Loans in an amount equal to such remaining Net Proceedsits Restricted Subsidiaries. All such prepayments repayments shall be paid and applied in accordance with Subsection 1.8." General ------- Except as expressly provided by this letter agreement, the terms and provisions of the Credit Agreement and the other Loan Documents are hereby ratified and confirmed and shall continue in full force and effect. All By agreeing to this letter agreement as acknowledged below, each of Borrower and Subsidiary Guarantors hereby certifies and warrants to Lenders that after giving effect to the amendments and waivers effected hereby, each of the representations and warranties contained in Section 5 of the Credit Agreement and in the other Loan Documents, after giving effect to the amendments to the schedules provided above, are true and correct as of the effective date of this letter agreement with the same effect as though made on such repayments effective date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representations or warranty shall be accompanied true and correct as of such specified date) and that no event has occurred and is continuing that would constitute a Default or Event of Default. Without limiting any conditions to effectiveness set forth above, the waivers provided and agreed to herein are to be effective only upon receipt by accrued interest the Administrative Agent of an execution counterpart of this letter agreement signed by Borrower, Requisite Lenders and Guarantors and such other documents or agreements signed by Borrower or any other party as any Agent shall request; and such waivers and amendments are conditioned upon the correctness of all representations and warranties made hereunder. The waivers and amendments contained herein shall not constitute a course of dealing between Borrower, Guarantors and Lenders, and shall not constitute a waiver or amendment of any Default or Event of Default, now or hereafter, arising, or any other provision of the Credit Agreement or the other Loan Documents. This letter agreement shall be governed by, construed and enforced in accordance with all provisions of the Credit Agreement, and may be executed in multiple counterparts. Each of Borrower and Subsidiary Guarantors hereby further acknowledges and confirms that it does not have any grounds and hereby agrees not to challenge (or to allege or to pursue any matter, cause or claim arising under or with respect to) the Credit Agreement or any of the other Loan Documents, any of the terms or conditions thereof or thereunder, or the status of any thereof as legal, valid and binding obligations enforceable in accordance with their respective terms; and it does not possess (and hereby forever waives, remises, releases, discharges and holds harmless Lenders and Agents, and their respective affiliates, stockholders, directors, officers, employees, attorneys, agents and representatives and each of their respective heirs, executors, administrators, successors and assigns (collectively, the "Indemnified Parties") from and against, and agrees not to allege or pursue) any action, cause of action, suit, debt, claim, counterclaim, cross-claim, demand, defense, offset, opposition, demand other right of action whatsoever, whether in law, equity or otherwise (which it, all those claiming by, through or under it, or its successors or assigns, have or may have) against the Indemnified Parties, or any of them, prior to or as of the date of this letter agreement for, upon, or by reason of, any matter, cause or thing whatsoever, arising out of, or relating to any of the Credit Agreement or any of the Loan Documents (including, without limitation, any payment, performance, validity or enforceability of any or all of the terms or conditions thereof or thereunder) or any transaction relating to any of the foregoing, or any or all actions, courses of conduct or other matters in any manner whatsoever relating to or otherwise connected with any of the foregoing. [Signatures begin on next page] Please evidence your acknowledgment of and agreement to the amount repaid and any applicable Breakage Feesforegoing by executing this letter agreement in the place indicated below.

Repayments from Asset Dispositions. Promptly Immediately upon receipt by any Loan Party Borrower or any Subsidiary of any Loan Party its Restricted Subsidiaries of Net Proceeds of an Asset Disposition, other than insurance proceeds reinvested pursuant to Subsection 1.7(B) or Net Proceeds of from any Asset Dispositions permitted pursuant to Subsection 3.6, without the consent of Administrative Agent Disposition (unless pursuant to Subsection 3.6(viii) Borrower is required to apply such proceeds to the repayment of the Loans pursuant to this Subsection 1.7(C)other than a Permitted Asset Disposition), Borrower shall repay the Loans in an amount equal to the Net Proceeds received by any Loan Party or any Subsidiary of any Loan Party; provided, however, that if no Event of Default has occurred and is continuing, Borrower shall not be required to repay the Loans with such Net Proceeds if such Loan Party or such Subsidiary reinvests such Net Proceeds in assets used or useful in the business of such Loan Party or such Subsidiary within 270 days of receipt by such Loan Party or such Subsidiary of such Net Proceeds; provided, however, that Borrower shall not be required to repay Loans from Asset Dispositions to the extent such Asset Dispositions are permitted pursuant to Subsection 3.8(i), (ii) or (iii), or from Asset Dispositions pursuant to Subsection 3.8(v), the Net Proceeds of which are reinvested by the Borrower or its Restricted Subsidiaries within three hundred sixty (360) days of receipt in PCS Assets used and useful in the business of the Borrower or its Restricted Subsidiaries. Immediately upon receipt by Borrower or any of its Restricted Subsidiaries of Adjusted Net Proceeds from any Permitted Asset Disposition, Borrower shall (i) any new assets purchased with to the extent the aggregate amount of all such Adjusted Net Proceeds (other than any real property that does not constitute Material Owned Property) must be subject to the Lien of Administrative Agent under the Security Documentsexceed $25,700,000, subject only to Permitted Encumbrances, and (ii) until so reinvested, such Net Proceeds shall be deposited and held in a deposit account of which Administrative Agent has “control” (as defined in Article 9 of the Uniform Commercial Code in effect in the State of New York). If upon the expiration of such 270-day period any of such Net Proceeds have not been so applied, Borrower immediately shall repay prepay the Loans in an amount equal to 70.0% of such remaining Adjusted Net Proceeds, (ii) to the extent the aggregate amount of all such Adjusted Net Proceeds exceeds $25,700,000, retain for general corporate purposes not otherwise prohibited hereunder such excess, until such time as retaining an additional $1.00 of such Adjusted Net Proceeds would result in the total percentage of the aggregate Adjusted Net Proceeds from all Permitted Asset Dispositions applied to prepay Loans pursuant to clause (i) of this sentence being less than 60.0%, and (iii) thereafter, prepay the Loans in an amount equal to 60.0% of all further Adjusted Net Proceeds from Permitted Asset Dispositions with the portion thereof not applied to prepay Loans being retained for general corporate purposes not otherwise prohibited hereunder. Notwithstanding anything to the contrary in the preceding two sentences, the amount of any prepayment from Net Proceeds or Adjusted Net Proceeds required pursuant to the preceding two sentences shall be reduced (but not to less than zero) by the amount of the Term Loan Repayment Credit in effect at the time such prepayment is made or would be required but for such reduction, as the case may be. All such prepayments repayments pursuant to this Subsection 1.7(F) shall be paid and applied in accordance with Subsection 1.8. All such repayments shall be accompanied by accrued interest on the amount repaid and any applicable Breakage Fees.”

Repayments from Asset Dispositions. Promptly upon receipt by any Loan Party Borrower or any Subsidiary of any Loan Party its Subsidiaries of Net Proceeds of an Asset Disposition, other than insurance proceeds reinvested pursuant to Subsection 1.7(B) or Net Proceeds of Asset Dispositions permitted pursuant to Subsection 3.6, without the consent of Administrative Agent (unless pursuant to Subsection 3.6(viii3.6(vi) Borrower is required to apply such proceeds to the repayment of the Term Loans pursuant to this Subsection 1.7(C)), Borrower shall repay the Term Loans in an amount equal to the Net Proceeds received by any Loan Party Borrower or any Subsidiary of any Loan Partyits Subsidiaries; provided, however, that if no Event the Net Proceeds of Default has occurred and is continuingthe Wireless Sale shall be used to reduce the outstanding principal amount of Term Loan B to $30,000,000, Borrower shall not be required to repay unless at the Loans with time of the receipt of such Net Proceeds if such the outstanding principal amount of Term Loan Party B has previously been reduced to $30,000,000 or such Subsidiary reinvests less in which case such Net Proceeds shall be used solely to repay Term Loan B in assets used or useful in full, and to the business of such Loan Party or such Subsidiary within 270 days of receipt by such Loan Party or such Subsidiary of such Net Proceeds; provided, however, that (i) any new assets purchased with such extent the Net Proceeds (other than any real property that does not constitute Material Owned Property) must therefrom exceed the amount required to be subject applied to the Lien of Administrative Agent under the Security Documents, subject only Term Loan B pursuant to Permitted Encumbrances, and (ii) until so reinvestedthis proviso, such Net Proceeds shall be deposited and held in a deposit account of which Administrative Agent has “control” (as defined in Article 9 of the Uniform Commercial Code in effect in the State of New York). If upon the expiration of such 270-day period any of such Net Proceeds have not been so applied, Borrower immediately shall be required to be applied to repay the Loans in an amount equal to such remaining Net Proceeds. Term Loan A. All such prepayments repayments shall be paid and applied in accordance with Subsection 1.8. All such repayments shall be accompanied by accrued interest on the amount repaid and any applicable Breakage Fees.